Trial Agreement

This Trial Agreement (“Agreement”) governs Your access to, and your use of, the Subscription Services made available to You by Four Winds Interactive LLC dba Poppulo, a Colorado limited liability Company having its principal office at 1221 Broadway Street, Denver, Colorado 80203 (“Poppulo”). By registering on Poppulo’s website and/or by clicking a Poppulo trial link, You accept and agree to all of the terms and conditions listed hereof.

1. Poppulo hereby grants to Your Authorized Users. solely for the purpose of this trial, a nonexclusive, limited, non-transferable, software subscription license to access and use the Subscription Services exclusively for internal trial purposes. The source code for the Subscription Services is not licensed hereunder and is the sole and exclusive property of Poppulo. For the purpose of this Agreement:

• “Authorized Users” means individual users who, for the sole purpose of this trial agreement, are authorized by You to use the Subscription Services pursuant to this Agreement and for whom a user subscription has been procured. Authorized Users can include but are not limited to Your employees, consultants, and agents.
• “Subscription Services” means Poppulo’s proprietary subscription-based communications software solution accessed by Your Authorized Users during the Term of this Agreement.

2. The duration of this Agreement is only for the specific period of time afforded to You by Poppulo beginning on the date Poppulo provides You with account login information to access the Subscription Services unless extended in writing by Poppulo (“Term”).

3. You acknowledge and agree that:

1. 3.1 Unless specifically stated in a separate document executed by the pasrties, this trial of the Subscription Services is provided to You without support and without any service level commitment. The parties acknowledge the inclusion to this Agreeent, by refernce, of the Poppulo terms listed at https://www.poppulo.com/licensing-documents.
2. 3.2 You agree that You shall not deploy any regulated data in or through any environment hosted by Poppulo, except as expressly permitted pursuant to the Poppulo data processing agreement.
3. 3.3 Some feature or functionality of the Subscription Services may not be available or restricted during the Term. Poppulo may modify or terminate this Agreement at any time in its sole discretion, for any reason and with no liability. All right, title and interest in and to the Subscription Services and all underlying software, technology and other intellectual property (including without limitation the rights therein and all modifications, extensions, customizations, scripts or other derivative works of the Subscription Services and any related components provided or developed by Poppulo), as well as all related documentation and all Your usage data are owned exclusively by Poppulo.
4. 3.4 You must not, and shall not allow any of Your Authorized User to:
   1. (i) Circumvent, disable or otherwise interfere with security-related features of the Subscription Services or features that prevent or restrict use of the Subscription Services.
   2. (ii) Allow any third party to use the Subscription Services..
   3. (iii) Disclose or publish the results of any benchmark tests run on the Subscription Services.
   4. (iv) Use any robot, spider, scraper, or other automated means to access the Subscription Services for any purpose.
   5. (v) Interfere or attempt to interfere with the integrity or proper working of the Subscription Services, or any related activities.
   6. (vi) Modify, alter, change, copy or create any derivative works of the Subscxription Services, or any part thereof.
   7. (vii) Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, architecture, know-how or other information from the Subscription Services.
   8. (viii) Disclose Authorized Users account information usernames or passwords to any third party.
   9. (ix) Use the Subscription Services in a manner that violates any applicable law, ordinance, regulation or administrative order.
   10. (x) Load or penetration test the Subscription Services or otherwise use the Subscription Services in any way that is, or could reasonably be expected to be, detrimental to Poppulo’s ability to provide services to any other customer than You.

4. Upon termination of the Agreement, You will no longer have access to the Subscription Services and all accounts wil be deactivated, marked as closed and deleted. Any data that is input and stored in any Poppylo system pursuant to Your use of the Subscription Services, and any configurations created by Your Authorized Users by using the Subscription Services during the Term will be permanently lost.

5. You and Your Authorized Users agree not to access and/or use the Subscription Services to, directly or indirectly, develop, facilitate the development or sell software products or services that are competitive with Poppulo’s or offer a similar software solution or services to the Subscription Services.

6. You are responsible for all activities conducted with respect to your Authorized Users’ use of the Subscription Services..

THE SUBSCRIPTION SERVICES IS PROVIDED TO YOU ON AN “AS-IS” BASIS. THERE ARE NO OTHER WARRANTIES RESPECTING THE SUBSCRIPTION SERVICES AND DOCUMENTATION PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF POPPULO HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF POPPULO IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF POPPULO AS SET FORTH HEREIN.

IN NO EVENT WILL POPPULO BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL POPPULO’S LIABILITY FOR DAMAGES HEREUNDER WILL EXCEED FIVE HUNDRED UNITED STATES DOLLARS ($500.00).

7. You acknowledge and agree that Poppulo is not responsible for the legality or accuracy of the particular content Your Authorized Users choose to process through the Subscription Services. You will indemnify, defend and hold harmless Poppulo and its affiliates and their respective employees and agents from and against any loss, cost, damage or expense (including reasonable attorneys’ fees and costs) in respect of any claim that relates to (a) any data or other content or materials input to, stored in or processed by any Poppulo system in connection with Your use of the Subscription Services hereunder or (b) any breach by You of the terms of this Agreement.

8. The term “Confidential Information” shall mean any commercial, financial, marketing, business, technical or other data, security measures and procedures, including, the Subsciption Services, the results of penetration testing, security reports and audits, know-how or other information disclosed by or on behalf of the disclosing party to the receiving party for purposes arising out of or in connection with this Agreement, that: (i) in the case of information in tangible form, is marked “confidential” or “proprietary;” (ii) in the case of information disclosed orally, visually or any other intangible form, is designated confidential or proprietary at the time of disclosure, and is reasonably understood by the receiving party to be proprietary or confidential; (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (iv) will include any reproduction of such information in any form or medium, or any part of such information. Each party agrees to keep confidential all Confidential Information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to (a) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of the receiving party; (b) information that was rightfully in the receiving party’s possession without restriction prior to disclosure; (c) information that was rightfully and lawfully disclosed to the receiving party by a third party without restriction; and (4) Your usage data. The parties agree that the confidential obligations listed herein will survive the termination of this Agreement for five years.

9. Each party and its employees are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.

10. This Agreement, together with any exhibits and references listed herein contain the entire understanding and agreement between the parties respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged, and no additional or prior terms shall apply, except by an instrument in writing signed by each party's duly authorized representative. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.. All provisions of this Agreement which by their nature must survive the termination of this agreement, shall survive any termination of this agreement.

11. Neither this Agreement nor any rights or obligations hereunder may be transferred or assigned by You without the express prior written consent of Poppulo.

12. This Agreement is governed by and construed in accordance with the substantive laws of the United States and Colorado, without regard to conflicts of law principles.